Exhibit 25.1
Securities Act of 1933 File No: 333-87686
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
[XX] CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
95-4655078
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
560 MISSION STREET, 13TH FLOOR
SAN FRANCISCO, CALIFORNIA 94105
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
SAFECO CORPORATION
(Exact name of obligor as specified in its charter)
WASHINGTON 91-0742146
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
SAFECO PLAZA
4333 BROOKLYN AVENUE N.E.
SEATTLE, WA 98185
(Address of principal executive offices) (Zip Code)
7.25% SENIOR NOTES DUE 2012
(Title of the indenture securities)
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington,
D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
Exhibit 1. Articles of Association of the Trustee as Now in Effect
(see Exhibit 1 to Form T-1 filed in connection with Form
8-K of the Southern California Water Company filing, dated
December 7, 2001, which is incorporated by reference).
Exhibit 2. Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection
with Registration Statement No. 333-41329, which is
incorporated by reference).
Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust
Powers (contained in Exhibit 2).
Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Form 8-K of the Southern
California Water Company filing, dated December 7, 2001,
which is incorporated by reference).
Exhibit 5. Not Applicable
Exhibit 6. The consent of the Trustee required by Section 321 (b)
of the Act (see Exhibit 6 to Form T-1 filed in connection
with Registration Statement No. 333-41329, which is
incorporated by reference).
Exhibit 7. A copy of the latest report of condition of the
Trustee, published pursuant to law or the requirements of
its supervising or examining authority.
Exhibit 8. Not Applicable
Exhibit 9. Not Applicable
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, J. P. Morgan Trust Company, National Association, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of San Francisco, and
State of California, on the 20th day of August, 2002.
J. P. Morgan Trust Company, National
Association
By: /s/ Mitch Gardner
------------------------------------
Mitch Gardner
Vice President
EXHIBIT 7. Report of Condition of the Trustee.
CONSOLIDATED REPORT OF CONDITION OF
J.P. Morgan Trust Company, N.A., (formerly Chase Manhattan Bank and Trust
Company, N.A.)
- --------------------------------------------------------------------------------
(Legal Title)
LOCATED AT 1800 Century Park East, Ste. 400 Los Angeles, CA 90067
- --------------------------------------------------------------------------------
(Street) (City) (State) (Zip)
AS OF CLOSE OF BUSINESS ON June 30, 2002
-------------
================================================================================
ASSETS (DOLLAR AMOUNTS IN THOUSANDS)
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) 48,241
b. Interest bearing balances (2) 0
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 0
b. Available-for-sale securities (from Schedule RC-B, column D) 6,214
3. Federal Funds sold and securities purchased agreements to resell 207,000
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale 0
b. Loans and leases, net of unearned income 2,191
c. LESS: Allowance for loan and lease losses (184)
d. Loans and leases, net of unearned income and
allowance (item 4.b minus 4.c) 2,007
5. Trading assets (from Schedule RC-D) 0
6. Premises and fixed assets (including capitalized leases) 5,560
7. Other real estate owned (from Schedule RC-M) 0
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 0
9. Customers' liability to this bank on acceptances outstanding 0
10. Intangible assets
a. Goodwill 0
b. Other intangible assets (from Schedule RC-M) 157,661
11. Other assets (from Schedule RC-F) 25,985
12. TOTAL ASSETS (sum of items 1 through 11) 452,668
- -------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E) 106,894
(1) Noninterest-bearing (1) 53,234
(2) Interest-bearing 53,660
b. In foreign offices, Edge and Agreement subsidiaries, and IBF'
(1) Noninterest-bearing 0
(2) Interest-bearing 0
14. Federal funds purchased and securities sold under agreements to repurchase 0
15. Trading liabilities (from Schedule RC-D) 0
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases) (from Schedule RC-M): 0
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 0
19. Subordinated notes and debentures (2) 0
20. Other liabilities (from Schedule RC-G) 43,589
21. Total liabilities (sum of items 13 through 20) 150,483
22. Minority interest in consolidated subsidiaries 0
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 0
24. Common stock 600
25. Surplus (exclude all surplus related to preferred stock) 277,264
26. a. Retained earnings 24,319
b. Accumulated other comprehensive income (3) 2
27. Other equity capital components (4) 0
28. Total equity capital (sum of items 23 through 27) 302,185
29. Total liabilities, minority interest, and equity capital
(sum of items 21, 22, and 28) 452,668
- ----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, and
minimum pension liability adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan
shares.